“Over-Allotment Option” means the over-allotment option to purchase additional Common Units granted to the IPO Underwriters by the Partnership pursuant to the Underwriting Agreement.
Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of Shares.
Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant to this Option.
Partial Exercise. Subject to the restrictions in [Section 3] hereof, this Purchase Warrant may be exercised in whole or in part. In the event of the exercise hereof in part only, upon surrender of this Purchase Warrant for cancellation, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised.
IPO Completion Date means the closing date of the IPO, on which the delivery of and payment for the securities offered by (excluding securities offered by upon underwriter(s) exercise of over-allotment option) in connection with the IPO will take place.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units in full within 30 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 375,000 multiplied by a fraction, # the numerator of which is 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and # the denominator of which is 1,500,000. The Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering (excluding the shares of Common Stock underlying the Private Placement Units and the shares of Common Stock issuable to the Representative).
Holding Over. If Tenant holds over after the expiration or earlier termination of the Term hereof, Tenant shall be a month-to-month tenant and otherwise upon the terms, covenants and conditions herein specified and Tenants Base Rent shall be at a rate equal to one hundred fifty percent (150%) of the monthly installment of Base Rent payable by Tenant immediately prior to such expiration or termination.
So long as the Discharge of First Lien Debt has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any Collateral or proceeds thereof or payment with respect thereto received by Second Lien Agent or any other Second Lien Secured Party (including any right of set-off) with respect to the Collateral, and including in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to First Lien Agent for the benefit of the First Lien Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct. First Lien Agent is hereby authorized to make any such endorsements or assignments as agent for Second Lien Agent. This authorization is coupled with an interest and is irrevocable. The Second Lien Agent shall have no obligation to segregate, hold in trust, and transfer or pay over any proceeds of Collateral or payments if, with respect to any applicable payment, # other than with respect to Second Lien Agent Payments, the Second Lien Agent shall have received the compliance certificate(s) required to be delivered to Second Lien Agent pursuant to [clause (b)] of the definition of “Permitted Second Lien Payments” or pursuant to the definition of “Second Lien Interest Payment Conditions”, as applicable, and such compliance certificate(s) certify as to the satisfaction of the conditions set forth in such definitions, and # the Second Lien Agent did not otherwise have actual knowledge of the applicable payment being in contravention of this Agreement and had paid out, applied or retained the applicable payment amount in accordance with the Second Lien Documents prior to acquiring such knowledge.
No Obligation to Exercise Option. The granting of an Option shall impose no obligation on the Participant to exercise such Option.
Exercise Price; No Option Repricing. The Committee shall establish the exercise price of Options. The exercise price of an Option shall be not less than 100% of the Fair Market Value of such shares on the Date of Grant, provided that if the Participant is a 10% Shareholder, the exercise price of an Incentive Stock Option shall not be less than 110% of the Fair Market Value of such shares on the Date of Grant. Notwithstanding any provision of the Plan to the contrary, neither the Committee nor the Board shall have the right or authority to amend or modify the exercise price of any outstanding Option, or to cancel an outstanding Option, at a time when the exercise price of the Option is greater than the Fair Market Value of a share of Company Stock in exchange for cash,
Exercise of Option. This Option may be exercised in whole or in part at any time or times prior to its expiration; provided that the first exercise of this Option shall not occur before the fourth anniversary of the date on which the Option was granted. Notwithstanding the foregoing, if the Participant’s employment with the Corporation or a Subsidiary Company is terminated by reason of the Participant’s Retirement or death before the fourth anniversary of the date on which the Option was granted, the Participant (or, in the case of death, the Participant’s Beneficiary) may first exercise this Option on the later of the first anniversary of the date on which this Option was granted or the effective date of the Participant’s Retirement or death. Notice of the exercise of all or any part of this Option shall be given in the manner prescribed by the Secretary of the Corporation. Such notice shall be irrevocable, shall specify the number of shares to be purchased and the purchase price to be paid therefore, and must be accompanied by the payment of the purchase price as provided in paragraph 3(c) herein. Upon the exercise of such Option, the Common Stock purchased will be distributed.
Exercise of Option. Effective as of today, the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase shares of the Common Stock (the “Shares”) of Assembly Biosciences, Inc. (the “Company”) under and pursuant to the Company’s 2019 Inducement Award Plan (as amended from time to time, the “Plan”) and the Notice of Stock Option Grant dated , 20 with its attached Stock Option Agreement (the “Option Agreement”). The purchase price for the Shares shall be as required by this Option Agreement. Optionee herewith delivers to the Company the full Exercise Price for the Shares.
The Option shall not be exercisable as of the Grant Date set forth in the Grant Notice. After the Grant Date, to the extent not previously exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Option shall be exercisable only to the extent it becomes vested, as described in the Grant Notice, these Standard Terms and Conditions and/or the terms of the Plan, to purchase up to that number of shares of Common Stock as set forth in the Grant Notice, provided that (except as may be provided otherwise in [Section 4] below) the Participant remains employed with the Company and does not experience a termination of employment.
Exercise of Option. Landlord will give notice to Tenant (an Offering Notice) setting forth Landlords intent to construct the Station 5 Building and to make the Station 5 Building available for lease. The Offering Notice shall include # the rentable square footage of the Station 5 Building that Landlord intends to construct, for which rentable square footage Landlord shall have obtained approvals through the Site Plan and Architectural Review process of the City of San Mateo, # the six-month time period during which Landlord anticipates completing the base building improvements of the Station 5 Building and delivering possession thereof for completion of tenant improvements, and # a copy of the building plans for the Station 5 Building. Tenant shall exercise the Expansion Option, if at all, by giving Landlord unconditional, irrevocable written notice of such election (the Expansion Exercise Notice) no later than thirty (30) days after the date of the Offering Notice, the time of such exercise being of the essence. Tenants Expansion Exercise Notice shall set forth the rentable square footage of the Station 5
Exercise of Option. Each of the Second Lien Secured Parties shall have the option at any time within thirty (30) days of a Triggering Event (the “Purchase Option Period”) to purchase all (but not less than all) of the First Lien Debt from the First Lien Secured Parties. The Second Lien Secured Parties electing to purchase (the “Purchasing Parties”) shall give at least five (5) Business Days written notice to First Lien Agent of their election to exercise such purchase option (the “Purchase Option Notice”). A Purchase Option Notice from such Purchasing Parties to First Lien Agent shall be irrevocable.
Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of with are Vested Shares in accordance with the Notice and/or Option Agreement:
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